dismissed EB-1C Case: Commercial Vehicle Sales

U.S. Citizenship 
and Immigration 
Services 
MATTER OF F-S-T-A-S- , INC. 
Non-Precedent Decision of the 
Administrative Appeals Office 
DATE: OCT. 10, 2019 
APPEAL OF NEBRASKA SERVICE CENTER DECISION 
PETITION: FORM 1-140, IMMIGRANT PETITION FOR ALIEN WORKER 
The Petitioner, a dealer of used commercial trucks and trailers, seeks to permanently employ the 
Beneficiary as its director of business development under the first preference immigrant classification 
for multinational executives or managers. See Immigration and Nationality Act (the Act) 
section 203(b)(l)(C) , 8 U.S.C. § 1153(b)(l)(C). This classification allows a U.S. employer to 
permanently transfer a qualified foreign employee to the United States to work in a managerial or 
executive capacity. 
The Acting Director of the Nebraska Service Center initially denied the petition in February 2018, 
concluding that the Petitioner did not establish , as required , that the Beneficiary would be employed 
in the United States in a managerial or executive capacity . The Petitioner has since filed two motions . 
The first, a combined motion to reopen and reconsider, resulted in the Director affirming the denial of 
the petition. The second motion, a motion to reconsider, was initially dismissed without discussion of 
the merits of the Petitioner 's legal arguments and assertion of factual errors in the prior decision . The 
Petitioner appealed that decision and we withdrew the Director's decision and remanded the matter to 
the Director for entry of a new decision. On remand, the Director granted the motion to reconsider, 
addressed the merits of the case, and affirmed the denial of the petition. The matter is now before us 
again on appeal. 
On appeal, the Petitioner asserts that the Director misunderstood the Beneficiary 's job duties and 
placed undue emphasis on the number of employees without considering the totality of the evidence 
or the company's reasonable needs. The Petitioner maintains that the evidence submitted to date 
establishes that the Beneficiary will be employed in an executive capacity. 
Upon de nova review , we will dismiss the appeal. 
I. LEGAL FRAMEWORK 
An immigrant visa is available to a beneficiary who , in the three years preceding the filing of the 
petition, has been employed outside the United States for at least one year in a managerial or executive 
Matter of F-S-T-A-S-, Inc. 
capacity, and seeks to enter the United States in order to continue to render managerial or executive 
services to the same employer or to its subsidiary or affiliate. Section 203(b )(1 )(C) of the Act. 
The Form 1-140, Immigrant Petition for Alien Worker, must include a statement from an authorized 
official of the petitioning United States employer which demonstrates that the beneficiary has been 
employed abroad in a managerial or executive capacity for at least one year in the three years preceding 
the filing of the petition, that the beneficiary is corning to work in the United States for the same 
employer or a subsidiary or affiliate of the foreign employer, and that the prospective U.S. employer 
has been doing business for at least one year. See 8 C.F.R. § 204.5(j)(3). 
II. U.S. EMPLOYMENT IN AN EXECUTIVE CAPACITY 
The primary issue to be addressed is whether the Petitioner established that it would employ the 
Beneficiary in the United States in an executive capacity. The Petitioner does not claim that the 
proposed employment is in a managerial capacity. 
"Executive capacity" is defined as an assignment within an organization in which the employee 
primarily: directs the management of the organization or a major component or function of the 
organization; establishes the goals and policies of the organization, component, or function; exercises 
wide latitude in discretionary decision-making; and receives only general supervision or direction 
from higher-level executives, the board of directors, or stockholders of the organization. Section 
10l(a)(44)(B) of the Act, 8 U.S.C. § 1101(a)(44)(B). 
The regulation at 8 C.F.R. § 204.5(j)(5) requires the petitioner to submit a statement which clearly 
describes the duties to be performed by the beneficiary. Beyond the required description of the job 
duties, we review the totality of the evidence when examining a beneficiary's claimed executive 
capacity, including the company's organizational structure, the duties of a beneficiary's subordinate 
employees, the presence of other employees to relieve a beneficiary from performing operational 
duties, the nature of the business, and any other factors that will contribute to understanding a 
beneficiary's actual duties and role in a business. 
Accordingly, our analysis of this issue will focus on the Beneficiary's duties as well as the nature of 
the Petitioner's business, its staffing levels, and its organizational structure. 
A. Staffing and Organizational Structure 
If staffing levels are used as a factor in determining whether an individual is acting in an executive 
capacity, we take into account the reasonable needs of the organization, in light of the overall purpose 
and stage of development of the organization. See section 101 (a)( 44 )( C) of the Act. 
The statutory definition of the term "executive capacity" focuses on a person's elevated position. 
Under the statute, a beneficiary must have the ability to "direct the management" and "establish the 
goals and policies" of an organization or major component or function thereof Section 10l(a)(44)(B) 
of the Act. To show that a beneficiary will "direct the management" of an organization or a major 
component or function of that organization, a petitioner must show how the organization, major 
2 
Matter of F-S-T-A-S-, Inc. 
component, or function is managed and demonstrate that the beneficiary primarily focuses on its broad 
goals and policies, rather than the day-to-day operations of such. An individual will not be deemed 
an executive under the statute simply because they have an executive title or because they "direct" the 
organization, major component, or function as the owner or sole managerial employee. A beneficiary 
must also exercise "wide latitude in discretionary decision making" and receive only "general 
supervision or direction from higher level executives, the board of directors, or stockholders of the 
organization." Id. 
Therefore, whether the duties attributed to the Beneficiary qualify as executive in nature depends in 
part on whether the Petitioner established that she would have sufficient subordinate staff to supervise 
and perform the day-to-day company activities she is claimed to direct. The Petitioner must establish 
that all eligibility requirements for the immigration benefit have been satisfied from the time of the 
filing and continuing through adjudication. 8 C.F.R. § 103.2(b)(l). 
The Petitioner stated on the petition that it had nine employees at the time of filing in September 2016, 
including the Beneficiary. The organizational chart submitted with the petition depicted a total of 16 
subordinate positions and indicated that eight of those positions were filled. 1 Those positions included 
operations manager, lead sales manager, sales manager, financial manager, accountant, service 
department manager, service manager/mechanic, and office manager. 2 
The record contains the Petitioner's 2016 IRS Forms W-2, Forms 941, and federal tax return, as well 
as copies of its IRS Forms 1099 as evidence of wages paid to contractors. This evidence does not 
support the Petitioner's claim that it made any payments to the claimed service department manager 
~ lin 2016, as the Petitioner did not submit a Form W-2 or Form 1099 for this individual. 
The Petitioner identified 1._ ____ ..... t' as its accountant on the initial organizational chart, but 
identified him in its supporting letter as a full-time bookkeeper with an annual salary of $30,000, 
noting that it also uses the services of a certified public accountant (CPA). However, this individual 
was not on the Petitioner's payroll in 2016. The Petitioner provided a copy of a handwritten IRS Form 
1099 identifying 'I I Accounting" as the recipient of $15,000 in non-employee 
compensation in 2016. This payment is not corroborated by the Petitioner's tax return for that year. 
The submitted IRS Forms 1099 indicated that the Petitioner paid a total of$44,525 to three contractors 
in 2016. 3 The Petitioner's 2016 tax return, however, reflects that the company paid only $14,420 for 
1 The vacant positions included: a secretary and call support employee in the administration department; a garage 
supervisor and repairman in the service department; a bookkeeper in the financial department; and a marketing specialist 
and two sales associates in the sales and marketing depaitment. 
2 The Petitioner indicates that it hired a sales associate in September 2016 although this individual was not included on the 
organizational chart submitted with the petition on September 26, 2016. The Petitioner submitted copies of W-2 forms 
indicating that it paid this individual $12,000 in 2016 and $25,000 in 2017. However, the record does not contain a 
finalized tax return for 2016 and the IRS Forms W-2 for that year are incomplete as they do not contain employee social 
security numbers or the Petitioner's employer identification number 
3 The Petitioner provided copies of Forms 1099 for one individual and one company that do not appear on any version of 
company's organizational chart and are not mentioned in any of the Petitioner's supporting letters. We also note that the 
federal employer identification number (FEIN) on the Petitioner's IRS Forms 1099s is incorrect for both 2016 and 2017. 
In 2016, the FEIN written on the Form 1099 ends in -383, and in 2017, the Petitioner provided an FEIN ending in -385. 
The company's actual FEIN ends in -382. 
3 
Matter of F-S-T-A-S-, Inc. 
"outside services" and $950 in "legal and professional" expenses, and it does not appear to account 
for the payment to the bookkeeper or the claimed CPA. 
We also note that the wages reported on Form W-2 and on the Petitioner's 2016 return do not match 
the amounts the Petitioner reported on its IRS Forms 941, Employer's Quarterly Federal Tax Return, 
in 2016. Specifically, the Petitioner reported paying $236,000 to eight employees on the Form W-2 
and year-end tax return, but reported $219,375 on the submitted Forms 941 for 2016. As noted, the 
Forms W-2 submitted with the petition did not contain the Petitioner's FEIN and the employees' social 
security numbers and were likely not submitted to the IRS without such information. 
There is also some ambiguity in the company's wage reporting for 2017. The Petitioner submitted IRS 
Forms 941 indicating that it paid approximately $61,000 to eight employees during each of the first 
two quarters of 2017, comparable to the salary and wage expenses it reported for the last two quarters 
of 2016. However, the Petitioner later submitted IRS Forms W-2 for 2017 indicating that it paid 
$462,116 in salaries and wages for the year, which would reflect that the company paid over $340,000 
in wages during the last two quarters of 2017, after paying $122,000 in the first half of the year. At 
the same time, the only new payroll employees the Petitioner claimed to have hired in 2017 were a 
garage supervisor and a mechanic who earned $16,700 and $10,416, respectively. The addition of 
their salaries would not account for the Petitioner nearly tripling its salary payments compared to the 
first six months of the year and the Petitioner did not provide an explanation. The record does not 
include the company's tax return or IRS Form W-3 for 2017. 
Taken together, these possible discrepancies raise questions regarding the accuracy of the payroll and 
wage information submitted in support of the petition. We note that the submitted 2016 tax return is 
incomplete and not signed, and therefore we cannot determine if the information reported on the 
submitted versions ofIRS Forms W-2 and 1099 was the same information reported to the IRS. 
Nevertheless, the Petitioner claims that "the record pertaining to the Company's structure ... proves 
by a preponderance of the evidence" that the Beneficiary qualifies as a multinational executive. Here, 
the Petitioner indicated that seven of the eight subordinate positions filled at the time of filing had 
managerial job titles. 4 While the Petitioner is not required to establish that the Beneficiary supervises 
managerial employees, it has the burden of establishing that the day-to-day operational functions of 
the business are performed by its staff and any contractors, and that the Beneficiary is not significantly 
involved in non-executive tasks. 
The Beneficiary's only direct subordinate is an operations manager (the Petitioner's claimed minority 
owner) whose duties largely overlap with those assigned to the Beneficiary. The Petitioner states that 
this employee: oversees day-to-day operations; coordinates interdepartmental activities; implements 
and improves operational systems, processes and policies; handles business process and organizational 
planning activities; manages human resources, information technology and finance; oversees financial 
4 The Petitioner's organizational charts also indicate that the Beneficiary receives "Russian Office Support" from a deputy 
director, a head economist, and a manager who work for its claimed parent company. We note that the Beneficiary's job 
description contains no mention of how she interacts with or supervises these personnel, the personnel are not identified 
by name, and the Petitioner has not indicated the amount or type of support the claimed Russian staff provide to the U.S. 
office. 
4 
Matter of F-S-T-A-S-, Inc. 
management and planning; and manages the company's budget. The Petitioner has not explained why 
a company with eight or nine employees (which claimed to have eight vacant positions at the time of 
filing) would need to assign essentially the same responsibilities to its two most senior staff The 
Petitioner contends that it has a reasonable need for an executive position but has not claimed that it 
requires two such positions. Further, the fact that the Beneficiary's position description closely 
resembles that of her direct subordinate raises questions as to whether she would be primarily directing 
the management of the company, rather than sharing this responsibility with the Petitioner's co-owner. 
Several of the duties attributed to the financial manager also appear to overlap with those assigned to 
the Beneficiary and the operations manager. For example, the Petitioner states that this employee 
assists in formulating the company's future direction, directs the implementation of the company's 
strategic business plans; develops financial strategies, and manages the budgeting process. Additional, 
some duties, including "personally review and approve all financial documentation and reports for 
submission to banks, tax authorities, and other institutions" and "monitor cash balances and cash 
forecasts" appear verbatim in both the Beneficiary's job description and the financial manager's job 
description. 
The financial manager's job duties also include tasks that appear to be inconsistent with the size and 
scope of the petitioning company. The Petitioner notes that she manages "the accounting, investor 
relations, legal, tax and treasury functions," and oversees "transaction processing systems" and 
"employee benefits plans," despite the fact that the Petitioner's financial documentation does not 
indicate that it has an employee benefits plan. Like portions of the Beneficiary's own position 
description, it appears that at least some parts of this description may have been derived from a 
template. Further, while the Petitioner has indicated that it has a full-time bookkeeper and/or an 
accountant to handle more routine tasks such as paying bills, accounts payable and receivable, and 
employee pa}oll, this employee is not on the payroll and, as noted, the 2016 Form 1099 issued to 
I Accounting" is not corroborated by the Petitioner's tax return. 
The Petitioner's initial organizational chart showed that two of the four positions in its "Service 
Department" were not staffed at the time of filing. Further, as discussed, the record does not contain 
any evidence of payments made to the manager of that department in 2016. Therefore the record 
reflects that this department was staffed solely by a "service manager/mechanic." 
Finally, the Petitioner identified four positions in its sales department, and documented that two of 
those positions were filled. Based on the submitted payroll evidence and position descriptions, the 
Petitioner indicated that the only person in its organization at the time of filing who actually directly 
engaged in selling trucks was its sales manager and the only person involved in readying purchased 
trucks for re-sale was the "service manager/mechanic." At the same time, the Petitioner indicates that 
it has four staff (including the Beneficiary, the financial manager, the lead sales manager and the 
operations manager) engaged in higher level activities involving strategy and development. 
The Petitioner correctly observes that we must take into account the reasonable needs of the 
organization and that a company's size alone may not be the only factor in determining whether the 
Beneficiary is or would be employed in a managerial or executive capacity. See section 10l(a)(44)(C) 
of the Act. However, it is appropriate for USCIS to consider the size of the petitioning company in 
5 
Matter of F-S-T-A-S-, Inc. 
conjunction with other relevant factors, such as the absence of employees who would perform the non­
managerial or non-executive operations of the company. Family Inc. v. USCIS, 469 F.3d 1313 (9th 
Cir. 2006); Systronics Corp. v. INS, 153 F. Supp. 2d 7, 15 (D.D.C. 2001). 
In analyzing a company's reasonable needs, we note that a petitioner's evidence must substantiate that 
the duties of a beneficiary and his or her subordinates correspond to their placement in the 
organization's structural hierarchy. Here, the Petitioner's overly broad and overlapping descriptions 
of job duties for the subordinate staff make it difficult to determine how the actual day-to-day 
operational tasks associated with the business of purchasing, repairing, re-selling and distributing used 
trucks are distributed among the staff. These are part of the company's reasonable needs and the 
Petitioner did not clearly indicate how many of these duties are accomplished because it assigned 
higher-level duties to most of its workforce. Again, while the Petitioner does not need to establish 
that the Beneficiary supervises managers in order to demonstrate that she would be employed in an 
executive capacity, and it cannot meet its burden by indicating that most of the Beneficiary's staff 
have managerial job titles. The position descriptions for all employees should be consistent with the 
nature and scope of the business and here, in several instances, they were not. 
B. Job Duties 
The Petitioner must show that the Beneficiary will perform certain high-level responsibilities 
consistent with the statutory definition of executive capacity. Champion World, Inc. v. INS, 940 F.2d 
1533 (9th Cir. 1991) (unpublished table decision). In addition, the Petitioner must prove that the 
Beneficiary will be primarily engaged in executive duties, as opposed to ordinary operational activities 
alongside the Petitioner's other employees. See Family Inc. v. USCIS, 469 F.3d 1313, 1316 (9th Cir. 
2006); Champion World, 940 F.2d 1533. 
The Petitioner has consistently stated that the Beneficiary, as director of business development for a 
used commercial truck dealership, will allocate her time to five main areas of responsibility as follows: 
35% Direction and development of operations and processes 
25% Coordination and control 
15% Financial management and control 
10% Human resources management 
15% Public relations management 
The Petitioner indicated that 100% of the Beneficiary's time would be spent performing executive 
tasks. It included a narrative explanation of the duties associated with these five areas of responsibility 
at the time of filing, and submitted the same description in response to the Director's request for 
evidence (RFE). In the RFE, the Director had instructed the Petitioner to explain "the specific daily 
tasks that are involved with the completion of each of the beneficiary's duties and the percentage of 
time to be spent on each" and asked that the Petitioner not group together individual tasks. 
In affirming the denial of the petition, the Director determined that the Beneficiary would be 
performing non-qualifying duties associated with the company's financial, human resources, and 
public relations activities because the Petitioner does not appear to have support staff in these areas. 
6 
Matter of F-S-T-A-S-, Inc. 
The Petitioner objects to the Director's analysis, and notes that the decision lacks a discussion of the 
lengthy description of duties it submitted for the Beneficiary. While the Director did not fully address 
the Beneficiary's position description, we find that the description, despite its considerable length, 
does not provide sufficient insight into what she would be doing on a day-to-day basis within the 
context of the Petitioner's business. 
For example, the Petitioner states that the Beneficiary would allocate the largest portion of her time to 
directing and developing "operations and processes." The Petitioner indicates that this responsibility 
includes "determining a general concept" for the company's development policy for others to carry 
out; "leading and overseeing the development and growth of the Company"; "establishing . . . 
development objectives"; and "developing prompt responses to crisis and force major situations." 
These broad statements indicate that the Beneficiary is responsible for the company's overall 
development, but they do not provide a description of her typical daily tasks or explain in any detail 
what specific development activities would occupy the Beneficiary's time. The Petitioner also 
includes in this responsibility oversight of "projects" that have not been explained. For example, the 
Petitioner states that the Beneficiary is "responsible for organizing the process of efficiency 
calculations for implementation of the Company's development projects" and "reviewing top-level 
reports on economic and financial indicators at every stage of the project implementation." 
The Petitioner provided evidence that it sells several used commercial trucks every month and appears 
to have gradually increased its sales over time, but the record does not support a determination that it 
is continuously implementing formal business development projects or entering new markets. Without 
additional details or explanation, we cannot determine that it is realistic for the Beneficiary to spend 
one-third of her time on directing and developing "operations and processes." Further we cannot 
review a vague description of the Beneficiary's responsibilities and speculate as to what specific tasks 
would be involved. 
The Petitioner indicates that the Beneficiary would allocate an additional 25% of her time to 
"coordination and control," which involves "ensuring smooth functioning and profitable operations of 
the Company." Specifically, the Petitioner stated that this responsibility will include: organizing, 
coordinating and controlling work among departments; establishing methods and procedures of 
coordination; "directing the implementation of integrated management information systems, project 
management software, human resource information systems, office automation software, reporting 
systems; directing implementation of quality control procedures; and appointing personnel to evaluate 
and assess "processes, procedures, programs and employee performance" to inform her decision­
making. This portion of the position description also included another ambiguous reference to the 
Beneficiary's coordination of "project implementation work" and noted that she will "develop 
standards for the logistics of service quality assurance" and for "organization of storage and 
transportation of materials and end-products." 
While the Petitioner has consistently claimed to have an organizational structure that included six to 
eight subordinate employees and four departments, additional information would be needed to explain 
how the Beneficiary would be required to routinely develop methods and procedures for 
interdepartmental coordination, implement quality control procedures, oversee the implementation of 
office-wide information systems, and designate personnel to report to her on processes and procedures 
7 
Matter of F-S-T-A-S-, Inc. 
in the course of her daily routine. Several of these duties appear to be prospective, while others, 
particularly those referring to "the logistics of service quality assurance," and "storage and 
transportation of materials and end products" are not consistent with the nature of the Petitioner's 
business. 
Overall, these two areas ofresponsibility, requiring 60% of the Beneficiary's time, focus on her level 
of authority and the company's objectives, without describing her actual duties. The Petitioner 
included multiple references to her responsibilities for policies, processes, plans, and objectives, but 
did not explain the actual tasks she performs to support its claim that the Beneficiary spends more than 
half of her time performing higher level duties associated with the direction and control of the company 
as a whole and oversight of its business development activities. Reciting a beneficiary's vague job 
responsibilities or broadly-cast business objectives is not sufficient; the regulations require a detailed 
description of the beneficiary's daily job duties. The actual duties themselves will reveal the true 
nature of the employment. Fedin Bros. Co., Ltd. v. Sava, 724 F. Supp. 1103, 1108 (E.D.N.Y. 1989), 
aff'd, 905 F.2d 41 (2d. Cir. 1990). 
While the Petitioner identifies "coordination and control" and "direction and development of processes 
and operations" as the responsibilities requiring a clear majority of the Beneficiary's time, there are 
additional ambiguities in the descriptions of her remaining duties. For example, the Petitioner's 
explanation of the Beneficiary's "financial management and control" responsibility refers to her 
control of resources for a "production development fond" and a "material incentive fond" and her 
authority "to supervise the termination of production which falls short of sales benchmarks." It is 
unclear how these fonds or the referenced "production" activities relate to the Petitioner's business, 
which purchases used commercial trucks, and repairs and inspects them for resale. This portion of the 
job description also contains a reference to the Beneficiary's oversight of "sales targets for each 
segment of pet products market," which is clearly unrelated to the Petitioner's actual business activities 
and raises questions as to whether portions of the duty description were derived from a third-party 
source and not from the Petitioner itself. 
The Petitioner emphasizes that the Beneficiary occupies the highest level on its organizational chart; 
however, the fact that the Beneficiary will direct a business as its most senior employee does not 
necessarily establish eligibility for classification as a multinational executive. By statute, eligibility 
for this classification requires that the duties of a position be "primarily" executive in nature. Section 
101(A)(44)(B) of the Act. Even though the Beneficiary may exercise discretion over the Petitioner's 
operations, a broad position description alone is insufficient to establish that her employment will be 
primarily in an executive capacity. 
We have also considered the Beneficiary's job duties in light of the company's staffing and 
organizational structure. The Petitioner correctly notes that USCIS has interpreted section 
101(a)(44)(C) of the Act to prohibit discrimination against small or medium-sized businesses. 
However, we have also consistently interpreted the Act to require petitioners, regardless of size, to 
establish that the beneficiary's position "primarily" consists of managerial or executive duties. The 
reasonable needs of a petitioner will not supersede the requirement that a beneficiary be "primarily" 
employed in a managerial or executive capacity as required by the statute. Brazil Quality Stones v. 
Chertoff, 531 F .3d 1063, 1070 n.10 (9th Cir. 2008). Here, the Petitioner claimed that the Beneficiary 
8 
Matter of F-S-T-A-S-, Inc. 
spends 100% of her time on executive tasks, but now argues on motion that "the reasonable needs of 
the Petitioner may justify a Beneficiary who allocates 51 percent of his or her duties to managerial or 
executive tasks." Regardless, the Petitioner's breakdown of the Beneficiary's job duties was so broad 
that it did not provide sufficient insight into the nature of her primary tasks. Our determination is not 
based on the size of the company or the number of subordinate staff. Rather, as discussed above, we 
have found deficiencies in the Beneficiary's position description, unexplained irregularities in some 
of the submitted payroll and wage evidence, and an unexplained overlap in the duties assigned to the 
Beneficiary and some of her subordinates. These deficiencies prevent us from determining how the 
company's work is actually carried out by the lower level staff and from understanding how the 
Beneficiary primarily spends her time. 
For the foregoing reasons, the Petitioner has not established that the Beneficiary would be employed 
in an executive capacity. 
III. QUALIFYING RELATIONSHIP 
Although not addressed in the Director's decision, we find that the record does not contain sufficient 
evidence to establish a qualifying relationship between the Petitioner and the Beneficiary's foreign 
employer. 
To establish a "qualifying relationship," the Petitioner must show that the Beneficiary's foreign 
employer and the proposed U.S. employer are the same employer (a U.S. entity with a foreign office) 
or related as a "parent and subsidiary" or as "affiliates." See § 203(b )(1 )(C) of the Act; see also 8 
C.F.R. § 204.5(i)(2) (providing definitions of the terms "affiliate" and "subsidiary"). 
The Petitioner was incorporated in Illinois in July 2012. The Petitioner states that, as of the date of 
filing, it was majority owned (70 percent) by the Beneficiary's Russian employer 1 I I I' with the remaining shares owned by.__ _____ _. The Petitioner 
1
rovided a copy of 
a stock transfer agreement dated July 17, 2014, which indicates thatl agreed to transfer 
700 of his 1000 shares to I lin exchange for $10. 00. The agreement was executed by 
I land the Beneficiary, who signed on behalf ofl I 
The Petitioner provided a copy of its stock certificate number 1 issuing 700 shares to the foreign entity 
and stock certificate number 2 issuing 300 shares tol I in July 2014. However, the 
Petitioner also submitted a "Membership Interest Issuance/Transfer Ledger" indicating that it initially 
issued stock certificates numbers 1 through 5 (200 shares each) to five individual shareholders on July 
6, 2012. The ledger farther shows that I I purchased all 1000 shares from the original 
shareholders on November 1, 2013, and was issued stock certificate number 1, for 1000 shares, at that 
time. The Petitioner did not provide copies of its canceled certificates or explain the irregularities in 
the numbering of its certificates, such that the same company issued a stock certificate number 1 on 
three different occasions. 
Although the Petitioner emphasized that its federal tax returns for the years 2014, 2015 and 2016 
identified the foreign entity as the owner of 70% of its shares, we note that the tax returns are not 
signed or dated, nor are they complete. The Petitioner has also indicated that it relies on the services 
9 
Matter of F-S-T-A-S-, Inc. 
of a certified public accountant but there is no third-party preparer information provided on the 
submitted copies. Therefore, we cannot determine that these are copies of the final returns that were 
actually filed with the IRS and they are insufficient to corroborate the Petitioner's claims regarding its 
ownership. For this additional reason, the petition cannot be approved. 
IV. ADDITIONAL ISSUE 
There is one additional issue that merits further discussion. When we remanded this matter to the 
Director, we noted the following: 
A search of public records shows that the operating manager of the petitioning rtity I 
is also the agent and president for another corporation with a very similar name, 
~----------_____.I incorporated in Illinois on July 7, 2016. Any future 
submission from the Petitioner must include clarifying evidence to confirm that the 
owner and operator of the truck dealership is the petitioning entity and not the newer, 
similarly-named entity. The newer entity has the same name as the truck dealership, 
which gives rise to several questions: (1) is the entity involved with the dealership?; if 
so, how and to what extent?; and (3) if not, what unrelated purpose does the newer 
entity serve that would justify its incorporation and continued active status? The newer 
entity is not a party to this proceeding, and was not doing business for at least a year 
prior to the petition's September 2016 filing date, as required by 8 C.F.R. § 
204.5(j)(3)(i)(D). 
The Director summarized our concerns in his decision dismissing the Petitioner's latest motion. On 
appeal, the Petitioner states that I I was incorporated to expand the 
Petitioner's business to bordering states, and notes the company's plans to expand its operations to 
Indiana. 
The Petitioner states that this separate entity "is not a petitioning organization," did not employ the 
operations manager (who served as its corporate officer and agent), did not report any activities in 
2016, and "is now dissolved." 
In s1mool of its claim, the Petitioner provides a copy of the first page of 
I 's Form 1120, U.S. Corporation Income Tax return, which indicates that the company was 
established in July 2016 and had no assets, income, or deductions for 2016. The words "No Activity," 
"Final" and "Mailed 3/13/2017" are handwritten on the form, which is dated March 12, 2017, but is 
not signed. In addition, the box for "Final return" is checked. 
Although the Petitioner asserts that the company is dissolved, it did not provide evidence of its 
dissolution. Further, we note that I I has an active corporate status as 
of October 9, 2019 according to publicly available records held by the Illinois Secretary of State 
(www.ilsos.gov/corporatellc). Therefore, the Petitioner's claim that this entity was dissolved prior to 
the filing of this appeal in March 2019 appears to be incorrect. 
10 
Matter of F-S-T-A-S-, Inc. 
Further, we note that the website address provided in the Petitioner's documentation 
identifies the website's owner as .__ ________ ___. '-------------------' 
Finally, we observed that the submitted hotographs of the exterior of the Petitioner's business 
location at Illinois, show a company sign that states I.__ ___ ___.I 
" 
We acknowledge that there may be legitimate business reasons for two separate companies with 
similar names to operate from the same business location. However, the brief explanation and minimal 
evidence submitted on appeal does not clarify the role of this separate entity in the operation of the 
Petitioner's truck dealership or adequately address our concerns. 
V. CONCLUSION 
The appeal will be dismissed for the above stated reasons, with each considered an independent and 
alternative basis for the decision. In visa petition proceedings, it is the petitioner's burden to establish 
eligibility for the immigration benefit sought. Section 291 of the Act, 8 U.S.C. § 1361. 
ORDER: The appeal is dismissed. 
Cite as Matter of F-S-T-A-S-, Inc., ID# 5959435 (AAO Oct. 10, 2019) 
5 The Petitioner submitted two exterior photographs of its "Main Office Entrance" in which we noted an irregularity. One 
photograph shows a black sign with white text next to the entrance, but the text is illegible because the photograph was 
taken from some distance. The other photograph, taken from a closer distance, clearly shows the red, white and blue sign 
of.__ ________ __,in the same location on the building's exterior, with no trace of the black sign. 
11